5:01 Acquisition (FVAM) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-39612
Entity Registrant Name	5:01 ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2790755
Entity Address State Or Province	CA
Entity Address, Address Line One	501 Second Street, Suite 350
Entity Address, City or Town	San Francisco
Entity Address, Postal Zip Code	94107
City Area Code	415
Local Phone Number	993-8570
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FVAM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001823465
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock
Entity Common Stock, Shares Outstanding		8,621,399
Class B common stock
Entity Common Stock, Shares Outstanding		2,064,068

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 989,863	$ 331,273
Prepaid expenses	110,344	111,773
Total current assets	1,100,207	443,046
Investments held in Trust Account	82,581,613	82,573,762
Total Assets	83,681,820	83,016,808
Current liabilities:
Accounts payable	258,477	33,513
Accrued expenses	8,100	35,000
Franchise tax payable	48,677	162,267
Total current liabilities	315,254	230,780
Note payable - related party	1,000,000
Deferred underwriting commissions	2,889,696	2,889,696
Total Liabilities	4,204,950	3,120,476
Commitments and Contingencies
Class A common stock subject to possible redemption; 8,256,273 shares at redemptive value of $10.00 per share as of March 31, 2022 and December 31, 2021	82,562,730	82,562,730
Stockholders' Deficit
Preferred stock, $0.0001 par value 10,000,000 shares authorized none issued and outstanding
Additional paid-in capital	0	0
Accumulated deficit	(3,086,103)	(2,666,641)
Total stockholders' deficit	(3,085,860)	(2,666,398)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	83,681,820	83,016,808
Class A common stock
Stockholders' Deficit
Common Stock	37	37
Class B common stock
Stockholders' Deficit
Common Stock	$ 206	$ 206

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Share subject to possible redemption (in shares)	8,256,273	8,256,273
Redemption price (per share)	$ 10	$ 10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	365,126	365,126
Common stock, shares outstanding	365,126	365,126
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,064,068	2,064,068
Common stock, shares outstanding	2,064,068	2,064,068

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS_10Q - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
General and administrative expenses	$ 378,546	$ 225,207
Franchise tax expense	48,767	48,817
Loss from operations	(427,313)	(274,024)
Interest income from investments held in Trust Account	7,851	4,746
Net Loss	(419,462)	(269,278)
Class A common stock
Net Loss	$ (338,436)	$ (217,263)
Basic weighted average shares outstanding	8,621,399	8,621,399
Diluted weighted average shares outstanding	8,621,399	8,621,399
Basic earnings per share	$ (0.04)	$ (0.03)
Diluted earnings per share	$ (0.04)	$ (0.03)
Class B common stock
Net Loss	$ (81,026)	$ (52,015)
Basic weighted average shares outstanding	2,064,068	2,064,068
Diluted weighted average shares outstanding	2,064,068	2,064,068
Basic earnings per share	$ (0.04)	$ (0.03)
Diluted earnings per share	$ (0.04)	$ (0.03)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common StockClass A common stock	Common StockClass B common stock	Additional Paid-in Capital	Accumulated Deficit	Class A common stock	Class B common stock	Total
Balance at the beginning at Dec. 31, 2020	$ 37	$ 206	$ 0	$ (1,630,410)			$ (1,630,167)
Balance at the beginning (in shares) at Dec. 31, 2020	365,126	2,064,068
Net loss				(269,278)	$ (217,263)	$ (52,015)	(269,278)
Balance at the ending at Mar. 31, 2021	$ 37	$ 206		(1,899,688)			(1,899,445)
Balance at the ending (in shares) at Mar. 31, 2021	365,126	2,064,068
Balance at the beginning at Dec. 31, 2021	$ 37	$ 206		(2,666,641)			(2,666,398)
Balance at the beginning (in shares) at Dec. 31, 2021		2,064,068			365,126	2,064,068
Net loss				(419,462)	$ (338,436)	$ (81,026)	(419,462)
Balance at the ending at Mar. 31, 2022	$ 37	$ 206		$ (3,086,103)			$ (3,085,860)
Balance at the ending (in shares) at Mar. 31, 2022	365,126	2,064,068			365,126	2,064,068

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (419,462)	$ (269,278)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income from investments held in Trust Account	(7,851)	(4,746)
Changes in operating assets and liabilities:
Prepaid expenses	1,429	(940)
Accounts payable	224,964	52,368
Franchise tax payable	(113,590)	1,652
Accrued expenses	(26,900)	52,944
Net cash used in operating activities	(341,410)	(168,000)
Cash Flows from Financing Activities:
Proceeds received from note payable - related party	1,000,000
Net cash provided by financing activities	1,000,000
Net change in cash	658,590	(168,000)
Cash - beginning of the period	331,273	1,144,548
Cash - end of the period	$ 989,863	$ 976,548

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations 5:01 Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. From the Company’s inception date through March 31, 2022, the Company’s entire activity has been limited to the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering (the “Initial Public Offering”) and Private Placement (as defined below). The Company’s sponsor is 5:01 Acquisition LLC, an entity affiliated with two of the Company’s directors (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective October 13, 2020. On October 16, 2020, the Company consummated its Initial Public Offering of 8,000,000 shares of Class A common stock (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of $80.0 million, and incurring offering costs of approximately $4.9 million, inclusive of $2.8 million in deferred underwriting commissions (see Note 4). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,200,000 additional shares to cover over-allotments, if any, at $10.00 per share. The underwriters partially exercised the over-allotment option and on November 12, 2020 purchased an additional 256,273 shares of Class A common stock (the “Additional Shares”), generating gross proceeds of approximately $2.6 million, and incurred additional offering costs of approximately $141,000 in underwriting fees (inclusive of approximately $90,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 360,000 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $3.6 million (see Note 3). Simultaneously with the closing of the Over-Allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 5,126 Private Placement Shares by the Sponsor, generating gross proceeds to the Company of approximately $51,000. Upon the closing of the Initial Public Offering, the Private Placement and the Over-Allotment, approximately $82.6 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement and Over-Allotment were placed in a trust account (“Trust Account”) located in the United States, and invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. In addition, the Sponsor agreed to forfeit up to 300,000 Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option was not exercised in full by the underwriters. The underwriters partially exercised their over-allotment option on November 12, 2020; thus, on November 30, 2020, the Sponsor forfeited 235,932 shares of Class B common stock. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 4). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 16, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 9, 2022 (the “Annual Report on Form 10-K”), which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Annual Report on Form 10-K. Liquidity, Capital Resources and Going Concern As of March 31, 2022, the Company had approximately $990,000 outside of the Trust Account, approximately $19,000 of interest income available in the Trust Account to pay for tax obligations and working capital of approximately $785,000. The Company’s liquidity needs to date have been satisfied through a capital contribution of $20,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note of $300,000 (see Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on October 16, 2020. On February 14, 2022, the Company entered into a promissory note (“2022 Note”), in favor of the Sponsor. The 2022 Note has an original principal amount of $1,000,000, is non-convertible, does not bear interest, and will mature on the earlier of (i) the winding up of the Company if the Company’s initial potential business combination has not been consummated on or before the 24 month anniversary of the closing of its initial public offering (as the same may be extended from time to time by the vote of the Company’s stockholders) or (ii) the closing of an initial business combination. The 2022 Note may be prepaid in whole or in part at any time. The 2022 Note contains customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the Sponsor. As of March 31, 2022, there was $1,000,000 outstanding under the 2022 Note. The Company incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans including the proposed Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements–Going Concern,” the Company has until October 16, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 16, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company held no cash equivalents outside the Trust Account. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments in interest income held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs were charged against the carrying value of the Class A common stock subject to possible redemption upon closing of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity (deficit). As part of the Private Placement, the Company issued 365,126 shares of Class A common stock to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable and presented as permanent equity in the Company’s balance sheets. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 8,256,273 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including the sale of Additional Shares), the Company recognized the remeasurement of the Class A common stock subject to possible redemption, from initial book value to redemption amount value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company's taxable income primarily consists of interest income on the Trust Account net of franchise tax expense. The Company's general and administrative expenses are generally considered start-up costs and are not currently deductible. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2022 and December 31, 2021, the Company had deferred tax assets of approximately $88,000 and $262,000, respectively, which are presented net of a full valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account, net of franchise tax expenses. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Share of Common Stock The Company has two classes of shares, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per share of common stock is computed by dividing net loss by the weighted-average number of common shares outstanding during the periods. Accretion associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. This presentation assumes a Business Combination as the most likely outcome. ​ The following table reflects the calculation of basic and diluted net loss per share of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended For the Three Months Ended ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (338,436) ​ $ (81,026) ​ $ (217,263) ​ $ (52,015) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 8,621,399 ​ 2,064,068 ​ 8,621,399 ​ 2,064,068 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common stock ​ $ (0.04) ​ $ (0.04) ​ $ (0.03) ​ $ (0.03) ​ Recent Accounting Pronouncements ​ Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering
Initial Public Offering	Note 3—Initial Public Offering On October 16, 2020, the Company consummated its Initial Public Offering of 8,000,000 Public Shares at $10.00 per share, generating gross proceeds of $80.0 million, and incurring offering costs of approximately $4.9 million, inclusive of approximately $2.8 million in deferred underwriting commissions. The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,200,000 additional shares to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. The Underwriters partially exercised the Over-Allotment option and on November 12, 2020 purchased the Additional Shares, generating gross proceeds of approximately $2.6 million, and incurred additional offering costs of approximately $141,000 in underwriting fees (inclusive of approximately $90,000 in deferred underwriting fees).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On September 2, 2020, the Sponsor purchased 2,300,000 shares of the Company’s initial common stock, par value $0.0001 per share, for an aggregate price of $20,000. On October 7, 2020, the Company filed its Certificate of Incorporation with the State of Delaware and reclassified the 2,300,000 shares of initial common stock into 2,300,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). The Sponsor agreed to forfeit up to 300,000 Founder Shares to the extent that the Over-Allotment option is not exercised in full by the underwriters. The underwriters partially exercised their Over-Allotment option on November 12, 2020. On November 30, 2020, the remaining 235,932 Founder Shares subject to forfeiture were forfeited. In October and November 2020, the Sponsor transferred an aggregate of 120,000 Founder Shares to the four independent directors when they joined the Board and in December, amended the terms of such transfer to clarify that such shares remain subject to forfeiture through completion of the Business Combination and expiration of any related lock-up period, subject to acceleration of vesting in certain circumstances. As of March 31, 2022 and December 31, 2021, there were 2,064,068 shares outstanding. Private Placement Shares Concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 360,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $3.6 million. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. Simultaneously with the closing of the Over-Allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 5,126 Private Placement Shares by the Sponsor, generating gross proceeds to the Company of approximately $51,000. Pursuant to the letter agreement, the Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Public Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares and Private Placement Shares will be released from the lock-up. Related Party Loans On September 17, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This promissory note did not bear interest and was payable upon the consummation of the Initial Public Offering. The Company fully borrowed the $300,000 Note and fully repaid the Note on October 16, 2020. Subsequent to the repayment, the facility was no longer available to the Company. On February 14, 2022, the Company entered into the 2022 Note, in favor of the Sponsor. The 2022 Note has an original principal amount of $1,000,000, is non-convertible, does not bear interest, and will mature on the earlier of (i) the winding up of the Company if our initial potential business combination has not been consummated on or before the 24 month anniversary of the closing of our initial public offering (as the same may be extended from time to time by the vote of our stockholders) or (ii) the closing of an initial business combination. The 2022 Note may be prepaid in whole or in part at any time. The Note contains customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the sponsor. As of March 31, 2022, there was $1,000,000 outstanding under the 2022 Note.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies.
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares are entitled to registration rights pursuant to a registration and stockholder rights agreement. The holders of these securities are entitled to make up to three demands that the Company registers such securities, subject to specified conditions. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.20 per share, or $1.7 million in the aggregate, paid upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In addition, $0.35 per share, or $2.9 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus and its variants could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​ In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

Temporary Equity - Class A Comm

Temporary Equity - Class A Common Stock Subject To Possible Redemption	9 Months Ended
	Sep. 30, 2021
Temporary Equity - Class A Common Stock Subject To Possible Redemption
Temporary Equity - Class A Common Stock Subject To Possible Redemption	Note 6—Temporary Equity – Class A Common Stock Subject to Possible Redemption The Company’s Public Shares contain certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 8,256,273 shares of Class A common stock outstanding subject to possible redemption. The Class A common stock issued in the Initial Public Offering, including the Additional Shares, were recognized in Class A common stock subject to possible redemption as follows: ​ ​ ​ ​ ​ Gross Proceeds $ 82,562,730 Less: ​ ​ ​ Class A common stock issuance costs ​ ​ (5,091,998) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 5,091,998 Class A common stock subject to possible redemption $ 82,562,730 ​

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2021
Stockholders' Deficit
Stockholders' Deficit	Note 7—Stockholders’ Deficit Preferred Stock – Class A Common Stock — Class B Common Stock

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 8—Fair Value Measurements The following tables presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ Quoted Significant Significant ​ ​ Prices in ​ Other ​ Other ​ ​ Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account ​ $ 82,581,613 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Quoted Significant Significant ​ ​ Prices in ​ Other ​ Other ​ ​ Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account ​ $ 82,573,762 ​ $ — ​ $ — ​ Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between for months

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. ​

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 9, 2022 (the “Annual Report on Form 10-K”), which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Annual Report on Form 10-K.
Liquidity, Capital resources and Going Concern	Liquidity, Capital Resources and Going Concern As of March 31, 2022, the Company had approximately $990,000 outside of the Trust Account, approximately $19,000 of interest income available in the Trust Account to pay for tax obligations and working capital of approximately $785,000. The Company’s liquidity needs to date have been satisfied through a capital contribution of $20,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note of $300,000 (see Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on October 16, 2020. On February 14, 2022, the Company entered into a promissory note (“2022 Note”), in favor of the Sponsor. The 2022 Note has an original principal amount of $1,000,000, is non-convertible, does not bear interest, and will mature on the earlier of (i) the winding up of the Company if the Company’s initial potential business combination has not been consummated on or before the 24 month anniversary of the closing of its initial public offering (as the same may be extended from time to time by the vote of the Company’s stockholders) or (ii) the closing of an initial business combination. The 2022 Note may be prepaid in whole or in part at any time. The 2022 Note contains customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the Sponsor. As of March 31, 2022, there was $1,000,000 outstanding under the 2022 Note. The Company incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans including the proposed Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements–Going Concern,” the Company has until October 16, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 16, 2022.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents
Investments held in Trust Account	The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company held no cash equivalents outside the Trust Account. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments in interest income held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering
Class A Common Stock Subject to Possible Redemption	Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs were charged against the carrying value of the Class A common stock subject to possible redemption upon closing of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity (deficit). As part of the Private Placement, the Company issued 365,126 shares of Class A common stock to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable and presented as permanent equity in the Company’s balance sheets. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 8,256,273 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including the sale of Additional Shares), the Company recognized the remeasurement of the Class A common stock subject to possible redemption, from initial book value to redemption amount value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company's taxable income primarily consists of interest income on the Trust Account net of franchise tax expense. The Company's general and administrative expenses are generally considered start-up costs and are not currently deductible. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2022 and December 31, 2021, the Company had deferred tax assets of approximately $88,000 and $262,000, respectively, which are presented net of a full valuation allowance.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Schedule of basic and diluted net income loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended For the Three Months Ended ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (338,436) ​ $ (81,026) ​ $ (217,263) ​ $ (52,015) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 8,621,399 ​ 2,064,068 ​ 8,621,399 ​ 2,064,068 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common stock ​ $ (0.04) ​ $ (0.04) ​ $ (0.03) ​ $ (0.03)

Temporary Equity - Class A Co_2

Temporary Equity - Class A Common Stock Subject To Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Temporary Equity - Class A Common Stock Subject To Possible Redemption
Schedule of recognized Class A common stock subject to possible redemption	​ ​ ​ ​ ​ Gross Proceeds $ 82,562,730 Less: ​ ​ ​ Class A common stock issuance costs ​ ​ (5,091,998) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 5,091,998 Class A common stock subject to possible redemption $ 82,562,730

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Schedule of financial assets that are measured at fair value on recurring value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ Quoted Significant Significant ​ ​ Prices in ​ Other ​ Other ​ ​ Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account ​ $ 82,581,613 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Quoted Significant Significant ​ ​ Prices in ​ Other ​ Other ​ ​ Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account ​ $ 82,573,762 ​ $ — ​ $ —

Description of Organization a_2

Description of Organization and Business Operations (Details)old	Nov. 30, 2020shares	Nov. 12, 2020USD ($)$ / sharesshares	Oct. 16, 2020USD ($)$ / sharesshares	Oct. 07, 2020shares	Sep. 02, 2020shares	Mar. 31, 2022USD ($)director$ / sharesshares	Dec. 31, 2021$ / shares
Subsidiary, Sale of Stock [Line Items]
Number of directors | director						2
Underwriting option period			45 days
Sponsor
Subsidiary, Sale of Stock [Line Items]
Purchase of shares | shares				2,300,000	2,300,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value | $ / shares						$ 0.0001	$ 0.0001
Class B common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares forfeited | shares	235,932
Common stock, par value | $ / shares						0.0001	$ 0.0001
Class B common stock | Sponsor | Founder
Subsidiary, Sale of Stock [Line Items]
Share price | $ / shares						$ 0.0001
Maximum shares subject to forfeiture | shares				300,000		300,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares			8,000,000
Share price | $ / shares			$ 10			$ 10
Gross proceeds | $			$ 80,000,000			$ 82,600,000
Offering cost | $			4,900,000
Deferred underwriting commissions | $			$ 2,800,000
Maximum number of shares can be purchased | shares			1,200,000
Percentage of aggregate fair market value of assets						80.00%
Ownership interest to be acquired on post-transaction company						50.00%
Per share value of residual assets in trust account | $ / shares						$ 10
Minimum net tangible assets upon consummation of business combination | $						$ 5,000,001
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination						100.00%
Maximum percentage of shares that can be redeemed without prior consent of the Company						15.00%
Maturity term of U.S. government securities						185 days
Threshold trading days to redeem the shares						10 days
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Share price | $ / shares		$ 10
Gross proceeds | $		$ 2,600,000
Offering cost | $		141,000
Deferred underwriting commissions | $		$ 90,000
Maximum number of shares can be purchased | shares		256,273
Over-allotment option | Class B common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares forfeited | shares		235,932
Private Placement
Subsidiary, Sale of Stock [Line Items]
Share price | $ / shares			$ 10
Gross proceeds | $			$ 3,600,000
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Gross proceeds | $		$ 51,000
Maximum number of shares can be purchased | shares		5,126
Private Placement | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Purchase of shares | shares			360,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	Feb. 14, 2022	Sep. 17, 2020	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Cash			$ 989,863	$ 331,273
Interest income from investments held in Trust Account			19,000
Working capital			785,000
Proceeds from related party loan			1,000,000
Outstanding balance of related party note			1,000,000
Cash equivalents			0
Federal depository insurance coverage			250,000
Deferred tax asset, net of allowance					$ 88,000	$ 262,000
Unrecognized tax benefits			0
Amounts accrued for the payment of interest and penalties			0
Sponsor
Subsidiary, Sale of Stock [Line Items]
Contribution from sponsor			$ 20,000
Proceeds from related party loan		$ 300,000
Private placement shares issued to sponsor			365,126
2022 Notes | Sponsor
Subsidiary, Sale of Stock [Line Items]
Notional amount	$ 1,000,000
Threshold period condition for maturity of debt on or after business combination upon completion of IPO	24 months
Outstanding balance of related party note			$ 1,000,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares subject to possible redemption			8,256,273	8,256,273

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Impact on Weighted Average Shares and Earnings Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (419,462)	$ (269,278)
Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (338,436)	$ (217,263)
Basic weighted average shares outstanding	8,621,399	8,621,399
Diluted weighted average shares outstanding	8,621,399	8,621,399
Basic earnings per share	$ (0.04)	$ (0.03)
Diluted earnings per share	$ (0.04)	$ (0.03)
Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (81,026)	$ (52,015)
Basic weighted average shares outstanding	2,064,068	2,064,068
Diluted weighted average shares outstanding	2,064,068	2,064,068
Basic earnings per share	$ (0.04)	$ (0.03)
Diluted earnings per share	$ (0.04)	$ (0.03)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 12, 2020	Oct. 16, 2020	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Underwriting option period		45 days
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Gross proceeds	$ 2,600,000
Offering cost	141,000
Deferred underwriting commissions	$ 90,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		8,000,000
Share price		$ 10	$ 10
Gross proceeds		$ 80,000,000	$ 82,600,000
Offering cost		4,900,000
Deferred underwriting commissions		$ 2,800,000
Maximum number of shares can be purchased		1,200,000

Related Party Transactions - Fo

Related Party Transactions - Founder shares (Details)	Nov. 30, 2020shares	Oct. 07, 2020$ / sharesshares	Sep. 02, 2020USD ($)$ / sharesshares	Nov. 30, 2020directorshares	Mar. 31, 2022shares	Dec. 31, 2021shares
Sponsor
Related Party Transaction [Line Items]
Purchase of shares		2,300,000	2,300,000
Share price per share | $ / shares			$ 0.0001
Aggregate purchase price | $			$ 20,000
Class B common stock
Related Party Transaction [Line Items]
Common stock, shares outstanding					2,064,068	2,064,068
Class B common stock | Founder | Sponsor
Related Party Transaction [Line Items]
Share price per share | $ / shares		$ 0.0001
Reclassification of shares		2,300,000
Maximum shares subject to forfeiture		300,000			300,000
Number of shares remains subject to forfeiture	235,932
Number of shares transferred to independent directors				120,000
Number of independent directors to whom shares were transferred | director				4

Related Party Transactions - Pr

Related Party Transactions - Private placement (Details) - Private Placement	Nov. 12, 2020USD ($)shares	Mar. 31, 2022USD ($)D$ / sharesshares
Related Party Transaction [Line Items]
Number of warrants to purchase the shares issued (in shares) | shares	5,126	360,000
Price of warrants (in dollars per share) | $ / shares		$ 10
Proceeds from issuance of warrants | $	$ 51,000	$ 3,600,000
Founder
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days

Related Party Transactions - Re

Related Party Transactions - Related party loans (Details) - USD ($)	Feb. 14, 2022	Sep. 17, 2020	Mar. 31, 2022
Related Party Transaction [Line Items]
Proceeds received from note payable - related party			$ 1,000,000
Outstanding balance of related party note			$ 1,000,000
Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Proceeds received from note payable - related party		$ 300,000
Sponsor | 2022 Notes
Related Party Transaction [Line Items]
Notional amount	$ 1,000,000
Threshold period condition for maturity of debt on or after business combination upon completion of IPO	24 months

Related Party Transactions - Wo

Related Party Transactions - Working capital loans (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Related Party Transactions
Proceeds from related party loan	$ 1,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)$ / shares
Commitments and Contingencies.
Cash underwriting discount per share | $ / shares	$ 0.20
Cash underwriting discount paid | $	$ 1.7
Deferred fee per share | $ / shares	$ 0.35
Deferred underwriting fee payable | $	$ 2.9

Temporary Equity - Class A Co_3

Temporary Equity - Class A Common Stock Subject To Possible Redemption (Details) - Class A common stock - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Share subject to possible redemption (in shares)	8,256,273	8,256,273

Temporary Equity - Class A Co_4

Temporary Equity - Class A Common Stock Subject To Possible Redemption - Recognized Class A common Stock Subject to Possible Redemption (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity - Class A Common Stock Subject To Possible Redemption
Gross Proceeds	$ 82,562,730
Class A common stock issuance costs	(5,091,998)
Accretion of carrying value to redemption value	5,091,998
Class A common stock subject to possible redemption	$ 82,562,730	$ 82,562,730

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details) - $ / shares	Nov. 30, 2020	Nov. 12, 2020	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized			200,000,000	200,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Share subject to possible redemption (in shares)			8,256,273	8,256,273
Common stock, shares issued			365,126	365,126	365,126	365,126
Common stock, shares outstanding			365,126	365,126
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized			10,000,000	10,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Number of shares forfeited	235,932
Common stock, shares issued			2,064,068	2,064,068
Common stock, shares outstanding			2,064,068	2,064,068
Class B common stock | Over-allotment option
Class of Stock [Line Items]
Number of shares forfeited		235,932

Fair Value Measurements - Finan

Fair Value Measurements - Financial assets measured at fair value (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 82,581,613	$ 82,573,762
Quoted Prices in Active Markets (Level 1) | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 82,581,613	$ 82,573,762

Fair Value Measurements - Trans

Fair Value Measurements - Transfers between levels (Details)	15 Months Ended
	Mar. 31, 2022USD ($)
Fair Value Measurements
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0
Fair value assets transfers in to level 3	0
Fair value assets transfers out of level 3	$ 0